In the matter of Irongate Funds Management Limited as responsible entity for Irongate Property Fund I and Irongate Property Fund II [2022] NSWSC 723

In the matter of Irongate Funds Management Limited as responsible entity for Irongate Property Fund I and Irongate Property Fund II [2022] NSWSC 723

Judicial advice was appropriately given that the responsible entity of Irongate Property Fund I and II is justified in convening meetings and propounding resolutions to implement the proposed trust schemes and in proceeding as the constitutional amendments are within the conferral of alteration powers in the constitutions and s 601GC Corporations Act 2001 (Cth), with no discretionary reason to withhold advice based on the evidence and accepted scheme protections.

Parties
First Plaintiff: Irongate Funds Management Limited as responsible entity for Irongate Property Fund I; Second Plaintiff: Irongate Funds Management Limited as responsible entity for Irongate Property Fund II; Bidder: Charter Hall Wholesale Management Ltd as trustee of the Charter Hall PGGM Industrial Partnership No 2; Bidder: Charter Hall Holdings Pty Ltd
Jurisdiction
Australia
Judgment Date
02 June 2022
Procedural Posture
Application for Judicial Advice (managed Investments Trust Scheme) / First Hearing; Orders Made on 19 May 2022 With Reasons Published 2 June 2022
Outcome
Judicial advice given – responsible entity justified in propounding resolutions and proposed constitutional amendments for trust scheme implementation.
Legal Topics
Managed Investment Schemes, Judicial Advice to Trustees, Trust Schemes of Arrangement, Constitutional Amendments, Collateral Benefits, Break Fees, Exclusivity Agreements
Corporations Law Equity Trusts Managed Investment Schemes Judicial Advice to Trustees Trust Schemes of Arrangement Constitutional Amendments Collateral Benefits +2 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 29 Party arguments 2 Amounts and remedies 5
Sign in to unlock

Parties

Irongate Funds Management Limited as responsible entity for Irongate Property Fund I

First Plaintiff

Irongate Funds Management Limited as responsible entity for Irongate Property Fund II

Second Plaintiff

Charter Hall Wholesale Management Ltd as trustee of the Charter Hall PGGM Industrial Partnership No 2

Bidder

Charter Hall Holdings Pty Ltd

Bidder

Procedural Posture

Application for Judicial Advice (managed Investments Trust Scheme) / First Hearing; Orders Made on 19 May 2022 With Reasons Published 2 June 2022

Legal Issues

  1. 1 Whether the responsible entity is justified in convening meetings and propounding resolutions to implement the proposed trust schemes
  2. 2 Whether proposed amendments are within the constitutional powers of alteration and s 601GC of the Corporations Act 2001 (Cth)
  3. 3 Issues regarding break fees, exclusivity, collateral benefits, class voting, and foreign law application

Ratio Decidendi

Judicial advice was appropriately given that the responsible entity of Irongate Property Fund I and II is justified in convening meetings and propounding resolutions to implement the proposed trust schemes and in proceeding as the constitutional amendments are within the conferral of alteration powers in the constitutions and s 601GC Corporations Act 2001 (Cth), with no discretionary reason to withhold advice based on the evidence and accepted scheme protections.

Court Disposition

Judicial advice given – responsible entity justified in propounding resolutions and proposed constitutional amendments for trust scheme implementation.

Orders

  • Judicial advice given under s 63 Trustee Act 1925 (NSW) that responsible entity is justified in convening meetings and propounding resolutions to implement the proposed trust schemes.
  • Responsible entity justified in proceeding on the basis that constitutional amendments to implement the trust scheme are within powers of alteration and s 601GC Corporations Act 2001 (Cth).